November 2017 Claris Leasing Company Profile

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1 November 2017 Claris Leasing Company Profile

2 STRICTLY PRIVATE AND CONFIDENTIAL 2 The Italian leasing market The Italian leasing market has registered at the end of 2016 a new business of approx. 21 bn (+16.8% vs. 2015) Overview The leasing market has been growing since 2014, mainly driven by motor and equipment components, stimulating a positive impact on investments After the crises of and 2011, the leasing market has been considerably regaining relevance and recently undertook a process of restructuring in order to improve profitability. The strategies to achieve this objective are: reduction of the excess of production capacity, reorganization of players groups and assets, re-focus of the business model and of the distribution channels In 2016, the leasing market has registered an improvement in both total value stipulated and number of contracts, which have increased by 16.8% and 15.8%, respectively. The main driver of this growth has been the motor leasing components New business Trend ( bn) Potential market developments and future outlook The leasing market in Europe has been registering a steady growth in the last 4/5 years, both in terms of new business and operating results. In particular, a significant growth in the operational leasing and in the renting and fleet management has been observed in Europe The strategic importance of the client segment «consumer» has surged thanks to its potential relevance as a growth driver in the market The leasing market, through its investments, could potentially be a key driver of Italy s economic recovery Although the macroeconomic context is still uncertain and the level of investments is slowly recovering, the number of new contracts is increasing. This positive trend has been reinforced in 2016 by the «Super Ammortamento» and «Nuova Sabatini» acts related to corporate equipment and motor Leasing is the third financial instrument employed by the most growing, innovating and exporting SMEs and drives 37% of investments under the «Nuova Sabatini» plan and 31% of BEI funds In , the leasing market has benefited from the tax simplifications introduced with the Stability Law 2014 and the government support policies to SME s investments Source: Assilea

3 STRICTLY PRIVATE AND CONFIDENTIAL 3 The Italian leasing market (cont.) Claris Leasing ranks #24 in terms of new business and #22 in terms of outstanding as of December 2016 New Business 2016 ( mln) Outstanding 2016 ( mln) SGEF Leasing BNP Paribas Lease UniCredit Leasing Alba Leasing Mediocredito Italiano Gruppo Iccrea DLL Group UBI Leasing Credemleasing MPS Leasing Volkswagen Bank Gruppo IFIS Leasing BPER Leasing Crédit Agricole Selmabipiemme FCA Bank Grenke Locazione Biella Leasing RCI Banque Volkswagen Leasing VFS Servizi Finanziari Scania Finance Italy Gruppo Deutsche Claris Leasing Findomestic Banca Caterpillar Financial Banca Privata Leasing Hypo Vorarlberg Sofim-Gefina 1,388 1,383 1,298 1, Market Share 2016: 0.49% 1,795 1,735 # Contracts 59,556 44,607 6,370 14,273 4,161 18,552 25,050 5,054 3,847 3,930 16,435 27,672 1,331 3,617 5,914 11,359 40,511 4,908 16,816 10,592 2,577 1,282 1,846 1,037 3, , Mediocredito Unicredit Leasing UBI Leasing BNP Paribas Lease Gruppo Iccrea Alba Leasing SGEF Leasing MPS Leasing BPER Leasing Selmabipiemme Credemleasing Banco BPM Grenke Locazione ING Bank Crédit Agricole DLL Group Hypo Alpe-Adria-Bank Volkswagen Bank Biella Leasing Gruppo IFIS Leasing Hypo Vorarlberg Claris Leasing Banca Carige Gruppo Deutsche Volkswagen Leasing VFS Servizi Finanziari Scania Finance Italy RCI Banque CNH Industrial 5,677 5,667 4,999 4,819 4,723 3,792 2,540 2,281 2,265 2,167 2,025 1,835 1,799 1, Market Share 2016: 0.79% 15,474 13,731 # Contracts 54,770 65,367 24,328 16,449 69,079 50, ,293 27,142 8,032 26,946 16,493 4, ,692 6,014 13,654 6,092 4,035 44,178 17,199 52,492 1,705 4,408 1,899 8,629 25,278 8,973 4,377 24,658 8,641 Source: Assilea as of

4 STRICTLY PRIVATE AND CONFIDENTIAL 4 Company overview Overview 2016 outstanding breakdown by product ( mln & %) Claris Leasing S.p.A. ( Claris Leasing or the Company"), headquartered in Treviso and with a staff of 30 employees (of which 4 seconded from the parent company) as of July 2017, is fully owned by Veneto Banca S.p.A. in Liquidazione Coatta Amministrativa ( Veneto Banca ) and is active in the leasing sector Claris Leasing provides financial leases for: i) corporates equipment (e.g. industrial equipment, machineries, etc.), ii) real estate, iii) motor and boats and iv) renewable energy installations The leasing products are distributed across two channels: i) Veneto Banca former commercial networks, represented by Group branches (approx. 97% of 2016 new business), and ii) 6 area managers, coordinated by Claris Leasing sales manager (approx. 3% of 2016 new business) Since 2015, the funding has benefitted from a securitization transaction, worth approx. 470 mln, which has allowed Claris Leasing to reduce the funding amount linked to the parent company Veneto Banca ( 396 mln as of 2016) At the end of 2016, Claris Leasing new business was equal to 102 mln, with equipment leasing accounting for 45.2%, followed by real estate (27.5%) and motor (23.1%) components In the Italian market, the Company mainly operates in Veneto (70%), Lombardia (12%) and Piemonte (5%), together accounting for more than 85% of Claris Leasing outstanding as of 2016 As of December 2016, Claris Leasing had in place service agreements with i) Veneto Banca for general, administrative and audit activities, ii) Liscor for application system, iii) Engineering for regulatory reporting, iv) Italarchivi for hardcopy and digital storage, v) Postel for printing and sending documents to clients Motor 40 6% Equipment % Aviation 18 2% Board of Directors Chariman Sbalchiero Giuseppe Vice-Chairman Ferretto Umberto Member Invernizzi Oreste Felice Renewable energy 63 9% 2016 outstanding: 708* mln # contracts: 4,524 Corporate Governance Real Estate % General Manager Brunino Stefano Board of Statutory Auditors Chairman Barbarisi Pasquale Statutory Auditors Piana Michele Raccamari Mauro Source: annual reports and management accounts (*) Excluding current accounts ( 8.6 mln as of 2016)

5 STRICTLY PRIVATE AND CONFIDENTIAL 5 Key financials Income Statement ( mln) CAGR Net interest income % Operating income % Loan loss provisions (8.7) (9.9) (6.5) (13.4%) Operating expenses (3.4) (4.0) (3.5) 2.2% EBT % Net profit % Balance Sheet ( mln) CAGR Total assets (3.5%) Total loans (3.4%) o/w loans to customers (3.9%) Total liabilities (4.3%) o/w due to banks (21.5%) o/w financial liabilities n.m. o/w due to customers (9.1%) Shareholders' equity % CET1 (%) 11.9% 9.8% 11.2% n.m. KPIs CAGR ROE (%) 3.3% 3.6% 8.2% n.m. Cost/Income ratio (%) 23.3% 23.9% 20.5% n.m. Average number of employees (#) % Loans to customers per empl. ( mln) n.m. Key considerations Increase in net interest income in 2016 (+3.4% vs 2015), mainly driven by a decrease in the cost of funding High reduction in operating expenses in 2016, mainly driven by a decrease in administrative expenses, negatively affected by securitization restructuring fees in 2015 ( 0.6 mln) 2016 loan loss provisions ( 6.5 mln) significantly decreasing compared to 2015 (-34.3%) 2016 net profit equal to 5.4 mln, significantly increasing compared to 2015 ( 2.2 mln), mainly driven by a significant reduction in loan loss provisions, as well as higher operating income and absence of non-recurring costs (i.e. securitization) Over period, the Company showed positive net results, with a ROE ranging between 3.3% and 8.2% Since 2015, the funding has benefitted from a securitization transaction which has allowed Claris Leasing to reduce the funding amount linked to the parent company Veneto Banca 1Q 2017 financials in line with Claris Leasing positive performance registered in 2016 Source: annual reports

6 # Contracts New Business ( mln) STRICTLY PRIVATE AND CONFIDENTIAL 6 Focus on new business 2016 new business characterized by a relevant increase in equipment leases (45.2% of new business vs 31.4% in 2015) and almost entirely distributed through Veneto Banca Group channel Breakdown by Sector Breakdown by Channel % 6.0% 16.5% 12.9% 23.1% 35.4% 31.4% 45.2% 40.8% 47.0% 27.5% 5.7% 2.7% 4.2% Aviation Real Estate Equipment Motor Renewable Energy mln Veneto Banca Banca Apulia Total Veneto Banca Group Other Total , % 0.6% 52.0% 51.6% 60.2% 40.8% 41.0% 35.9% 0.6% 0.3% 0.4% 6.5% 6.4% 3.6% Aviation Real Estate Equipment Motor Renewable Energy # Contracts Veneto Banca Banca Apulia Total Veneto Banca Group ,030 Other Total ,037 Source: annual reports

7 STRICTLY PRIVATE AND CONFIDENTIAL 7 Asset quality Net NPEs equal to 32.5 mln as of 2016 with increasing coverage ratio (47.0% vs 44.6% in 2015) mln Gross Net NPLs Unlikely to Pay Past Due Total NPEs Bonis Total loans NPEs coverage 31.1% NPLs 43.7% Unlikely to Pay 23.7% Past Due 18.0% Gross Net NPE ratio 8.6% 6.1% NPLs 3.2% 1.9% Unlikely to Pay 5.2% 4.1% Past Due 0.2% 0.1% mln Gross Net NPLs Unlikely to Pay Past Due Total NPEs Bonis Total loans NPEs coverage 44.6% NPLs 51.0% Unlikely to Pay 35.9% Past Due 19.0% Gross Net NPE ratio 7.3% 4.2% NPLs 4.9% 2.5% Unlikely to Pay 1.7% 1.2% Past Due 0.7% 0.6% mln Gross Net NPLs Unlikely to Pay Past Due Total NPEs Bonis Total loans NPEs coverage 47.0% NPLs 60.2% Unlikely to Pay 28.9% Past Due 50.7% Gross Net NPE ratio 8.4% 4.7% NPLs 4.8% 2.0% Unlikely to Pay 3.5% 2.6% Past Due 0.0% 0.0% Texas ratio 79% Texas ratio 52% Texas ratio 54% Source: annual reports

8 STRICTLY PRIVATE AND CONFIDENTIAL 8 Key investment highlights Geographical presence Lean organization Focused and well rooted in the richest and most dynamic economies in Italy Lean organization capable to fully operate also outside a banking group and able to offer broad opportunities for synergies and integration Area managers and client base Area managers, who support products distribution among Veneto Banca branches, are also responsible for widening Claris Leasing business beyond Veneto Banca branches Stable client base, mainly represented by Italian SMEs Management Successful, experienced and high performing management team Stable profitability Constant ability to generate profits, with high single-digit ROE in 2016, even in a context of clients distrust towards the parent company Veneto Banca Asset quality and capital position Positive and above market average asset quality, with low level of non-performing exposures and high coverage ratio High capital position, with CET1 ratio above 11% as of 2016

9 STRICTLY PRIVATE AND CONFIDENTIAL 9 Disclaimer This presentation (the Presentation ) is confidential and has been prepared by Equita SIM S.p.A. ( Equita ) for the exclusive use of the persons to whom it is addressed (the Recipient ). This Presentation may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose. The views presented herein, which do not purport to be comprehensive, are for discussion purposes only and are based upon publicly available information that is believed to be reliable, but which has not been verified by Equita. Equita is not advocating any of the courses of action presented herein, which are being presented to solely illustrate a range of available options. No representation or warranty, express or implied, is or will be given by Equita or its directors, officers or employees as to the accuracy or completeness of this Presentation and, so far as permitted by law, no responsibility or liability is accepted for the accuracy or sufficiency thereof, or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. In particular, but without limitation, (subject as aforesaid) no representation or warranty, express or implied, is given as to the achievement or reasonableness of, and no reliance should be placed on, any projections, targets, estimates or forecasts and nothing in this Presentation is or should be relied on as a promise or representation as to the future. Phrases like Equita expects, Equita believes, Equita anticipates and similar phrases do not constitute warranties or guarantees of any kind, expressed or implied, but merely represent the opinion of Equita based upon the best information currently available to us. Accordingly, (subject as aforesaid) neither Equita, nor any of its directors, officers and employees shall be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement in or omission from this Presentation or any other written or oral communication with the Recipient and any such liability is expressly disclaimed. This Presentation does not constitute an offer or invitation or a solicitation of any offer or invitation for the sale or purchase of securities or of any of the assets, business or undertaking described herein. In addition, it is not intended to form the basis of or act as an inducement to enter into any contract or investment activity, and should not be considered as a recommendation by Equita. In furnishing this Presentation, Equita does not undertake any obligation to provide any additional information or to update this Presentation or to correct any inaccuracies that may become apparent. The receipt of this Presentation by any person is not to be taken as constituting the giving of investment advice by Equita to any such person, nor to constitute such person a client of Equita.

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